Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

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Composition of Committees of the Board of Directors
Letter Information for Investors Operational Review Sustainability Compliance Corporate Governance
The Chairman shall convene, prepare and chair Board meetings, may convene meetings
of the Board Committees and shall coordinate the work of the Board of Directors
and the Board Committees. In cases of uncertainty, he shall delineate authorities
between the Board of Directors, its Committees and the CEO, unless the entire Board
of Directors intends to address the matter.
The Board of Directors may at any time create committees from amongst its members
to assist it in the performance of its duties. These committees are permanent advisory
groups supporting the Board of Directors with their particular expertise. Unless
expressly stated in the Organizational and Governance Rules, the Chart of Competences
or the relevant committee’s rules and regulations, they shall not have any
authority to decide matters in lieu of the Board of Directors. They may prepare, review
and investigate matters of relevance within their field of expertise and submit proposals
to the Board of Directors for deliberation, but must not themselves take resolutions
beyond recommendations, proposals or motions to be submitted to the Board
of Directors for deliberation.
Currently there are three permanent Committees of the Board of Directors, namely
the Audit Committee (AC), the Human Resources Committee (HRC) and the Strategy
Committee (SC).
Membership of these Committees in the year under review was as follows:
Name (nationality) Audit Committee (AC) Human Resources Committee (HRC) Strategy Committee (SC)
Tim Summers (GB) Chairman since 10.05.2011 Chairman since 10.05.2011
Kurt J. Hausheer (CH) Chairman
Dr. Urs A. Meyer (CH) Member Chairman until 10.05.2011
Gerhard Pegam (AT) Member
Carl Stadelhofer (CH) Member
Wolfgang Tölsner (DE) Member
Hans Ziegler (CH) Member Member
Vladimir Kuznetsov (RUS) Chairman and Member until 10.05.2011
Audit Committee (AC)
As a rule, the AC shall be composed of at least three members of the Board of Directors.
Members of the AC are not eligible if they perform any executive management duties
within the Oerlikon Group whilst in office, or have significant business relations with
OC Oerlikon Corporation AG, Pfäffikon or Oerlikon Group, or have been members of the
Executive Committee in the preceding three years. They must by all means have the
degree of independence required by the Swiss Code of Best Practice for Corporate
Governance, as amended from time to time. The majority of AC members, including its
Chairman, must be experienced in the fields of finance and accounting and be familiar
with internal and external auditing. As a separate advisory group, independent from the
CEO, the AC shall advise the Board of Directors and exclusively follow the Board of
Directors’ instructions.